SEC Form 4 · accession 0001628280-26-047389

Cardlytics, Inc. · CDLX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Nicholas Hollmeyer Lynton

Officer — Chief Legal & Privacy Officer

Period of report

Jul 1, 2026

Accepted (ET)

Jul 6, 2026 · 5:39 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001666071

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2	Jul 1, 2026	M	157	—	A	16,942	D
Common Stock^F1	Jul 1, 2026	M	1,500	—	A	18,442	D
Common Stock^F1	Jul 1, 2026	M	312	—	A	18,754	D
Common Stock^F1	Jul 1, 2026	M	2,750	—	A	21,504	D
Common Stock^F4,F3	Jul 2, 2026	S	2,151	$4.395	D	19,353	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F1,F5	—	Jul 1, 2026	M	157	D	—	—	Common Stock	157	0	D
Restricted Stock Units^F2,F1,F6	—	Jul 1, 2026	M	1,500	D	—	—	Common Stock	1,500	4,500	D
Restricted Stock Units^F2,F1,F6	—	Jul 1, 2026	M	312	D	—	—	Common Stock	312	938	D
Restricted Stock Unit^F2,F1,F7	—	Jul 1, 2026	M	2,750	D	—	—	Common Stock	2,750	19,250	D

Explanation of responses

F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
F2Effective June 5, 2026, the Issuer effected a 1-for-10 reverse stock split of the Issuer's common stock. The number of securities reported herein have been adjusted to reflect the reverse stock split.
F3Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on July 1, 2026. The Reporting Person did not sell shares for any other purpose.
F4The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $4.260 to $4.540, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3).
F525% of the shares under this award vested on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.
F650% of the shares underlying the RSU award vested on April 1, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through April 1, 2027, provided that the Reporting Person remains employed by the Issuer on such vesting dates.
F7RSU award will vest in equal amounts quarterly over a two-year period through April 1, 2028, provided that the Reporting Person remains employed by the Issuer on such vesting dates.